DIRECTORS' REPORT FOR THE YEAR EN DED 31ST MARCH, 201 6 Dear Shareholders, We have pleasure in presenting the 21st Annual Report and Audited Statements of Accounts of the Company for the year ended 31st March, 2016 Transfer to General Reserve No amount has been transferred to reserves. Fixed Deposit: The company has not accepted any fixed deposit during the year. DIVIDEND The Directors do not recommend any dividend for the financial year ended 31st March 2016. BOARD OF DIRECTORS AND KEY MANAGERIAL PERONNEL The composition of the Board of Directors of the Company and other details related to the board is furnished in the Corporate Governance Report annexed to this report As “ Annexure A “ During the year, Mr. Ajit Singh Nahata relinquished his office as an Independent Non-Executive Director of the Company with effect from 08/07/2015. Mrs. Monica was appointed as Independent and Woman director on the board during the year On the recommendation of the Nomination and Remuneration Committee, The board recommended appointment of Mr. Sanjay Gothi as managing director of the company and Mr. K .Desikan as whole time director of the company for a period of five years wef 01/08/2016 Mr. Parasmal Gothi director is liable to retire by rotation at the ensuing AGM and is eligible for reappointment. Necessary resolutions for the appointment /re-appointment of the aforesaid directors have been included in the notice convening the ensuing AGM and details of the proposal for appointment / re-appointment are mentioned in the explanatory statement of the notice. Your directors commend their appointment / re-appointment. .Statutory Auditors M/s. ACHHA ASSOCIATES, Chartered Acco untants were appointed as Statutory Auditors at the Annual General Meeting (AGM) held on 08/09/2014for a period of three years i.e until the conclusion of the 22nd AGM. Their appointment is however, subject to ratification by the members at every AGM. The Company has received letter from the Statutory Auditors consenting to the re-appointment and a confirmation to the effect that their appointment, would be within the prescribed limits and that they do not suffer from any disqualifications under Section 141 of the Companies Act, 2013 and the rules made the re under. The Statutory Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. Secretarial Auditors Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s N K BHANSALI & Co., a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The report on the Secretarial Audit carried out for the year 2015-16 is annexed herewith as 'Ann exure - B'. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. Directors' Responsibility Statement In terms of Section 134(3)(c) re ad with section 134(5) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, confirm that they had: (i) Followed the applicable accounting standards in the preparation of the financial statements for the financial year 2015-16 and there are no material departures; (ii) selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review; (iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company, preventing and detecting fraud and other irregularities and (iv) prepared the financial statements for the financial year on a 'going concern' basis. (v) laid down internal financial controls to be followed by the Company and such internal financial controls were adequate and were operating effectively. (vi) devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively. BUSINESS RISK MANAGEMENT Pursuant to section 134 (3) (n) of the Companies Act, 2013 Risk Management Committee to identify elements of risk in different areas of operations. In The opinion of the Committee there was no risk that may threaten the existence of the Company. The details of Risk Management Committee are included in the Corporate Governance PARTICULARS OF EMPLOYEES Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed as annexure D Corporate Governance In terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter “Listing Regulations”), a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditor’s of the Company is attached as Annexure- C and forms integral part of this Report (hereinafter “Corporate Governance Other disclosures a)The Internal control systems and adequacy are discussed in detail in the Management Discussion and Analysis annexed to the Directors Report. b)The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as 'Annexure C'. c)The Company has established a formal vigil mechanism named ' Gothi Whistle Blower Policy' for reporting improper or unethical practices or actions which are violative of the code of conduct of the Company. There was no instance reported during the year under review through this d )Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings an d Expenditure The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is NIL e) No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company’s operations in future. For and on behalf of the Board for Gothi Plascon (India) Ltd. Directors PLACE : Chennai Date: 26/4/2016 |